Exhibit 10.1


 


AIRNET SYSTEMS, INC.


AMENDED AND RESTATED


1996 INCENTIVE STOCK PLAN


(Reflects amendments through February 17, 2004)


 


SECTION 1.  Purposes.  The purposes of the Amended and Restated
AirNet Systems, Inc. 1996 Incentive Stock Plan are to promote the interests of
AirNet Systems, Inc. and its shareholders by (a) attracting and retaining
exceptional executive personnel and other key employees of, and advisors and
consultants to, and directors of the Company and its Subsidiaries;
(b) motivating such employees, advisors and consultants and Eligible
Directors by means of performance-related incentives to achieve longer-range
performance goals; and (c) providing all long-term employees of the
Company and its Subsidiaries with the opportunity to participate in the
long-term growth and financial success of the Company.


 


SECTION 2.  Definitions.  As used in the Plan, the following terms
shall have the meanings set forth below:


 


“Award” shall mean any Option, Restricted Stock
Award or Performance Award but shall not include any Director Option, any Right
to Purchase or any Share issued pursuant to Section 10 of this Plan.


 


“Award Agreement” shall mean any written agreement,
contract or other instrument or document evidencing any Award which may, but
need not, be executed or acknowledged by a Participant.


 


“Board” shall mean the Board of Directors of the
Company.


 


“Cash Account” shall mean an account established
for each Participant to which amounts withheld through payroll deductions shall
be credited to purchase Shares under the provisions of Section 10.


 


“Code” shall mean the Internal Revenue Code of
1986, as amended from time to time.


 


“Committee” shall mean a committee of the Board
designated by the Board to administer the Plan which shall satisfy the requirements
contained in Section 1.162-27(c)(4) of the Final Regulations.  The Committee shall be composed of not less
than the minimum number of persons from time to time required by Rule l6b-3,
each of whom shall be (a) a person from time to time permitted by the
rules promulgated under Section 16 of the Exchange Act in order for grants
of Awards to be exempt transactions under said Section 16; and
(b) receiving remuneration in no other capacity than as a director, except
as permitted under Section 1.162-27(e)(3) of the Final Regulations.


 


“Company” shall mean AirNet Systems, Inc., together
with any successor thereto.


 


“Covered Employee” shall mean any individual who,
on the last day of the Company’s taxable year, is


 


(a)           the chief executive officer of the Company or
is acting in such capacity; or


 


(b)           among the four highest compensated officers
(other than the chief executive officer).


 


For this purpose, whether an individual is the
chief executive officer or one of the four highest compensated officers of the Company
shall be determined pursuant to the executive compensation disclosure rules
under the Exchange Act.


 


“Director Option” shall mean a Non-Qualified Stock
Option granted to an Eligible Director pursuant to Section 6(e) of the
Plan.  [Amended effective August 18,
1999.]


 


“Effective Date” shall mean the date on which the
Plan is approved by the shareholders of the Company.


 

















 


“Eligible Director” shall mean, on any date, a
person who is serving as a member of the Board but shall not include a person
who is an Employee of the Company or a Subsidiary or a person who was a member
of the Board on May 1, 1996.


 


“Employee” shall mean (a) an employee of the
Company or of any Subsidiary; and (b) except with respect to an Incentive Stock
Option, a Right to Purchase and the issuance of Shares under Section 10,
an advisor or consultant to the Company or to any Subsidiary.


 


“Exchange Act” shall mean the Securities Exchange
Act of 1934, as amended.


 


“Fair Market Value” shall mean the fair market
value of the property or other item being valued, as determined by the
Committee in its sole discretion, provided that the fair market value of Shares
shall be determined by reference to the most recent closing price quotation or,
if none, the average of the bid and asked prices, as reported as of the most
recent available date with respect to the sale of Shares on any quotation
system approved by the National Association of Securities Dealers then
reporting sales of Shares or on any national securities exchange on which the Shares
are then listed.


 


“Final Regulations” shall mean the final
regulations promulgated by the Internal Revenue Service under
Section 162(m) of the Code.


 


“Incentive Stock Option” shall mean a right to
purchase Shares from the Company that is granted under Section 6 of the
Plan and that is intended to meet the requirements of Section 422 of the
Code or any successor provision thereto.


 


“Non-Qualified Stock Option” shall mean a right to
purchase Shares from the Company that is granted under Section 6 of the Plan
and that is not intended to be an Incentive Stock Option.


 


“Offering” shall mean an opportunity provided by
the Committee to purchase Shares under the provisions of Section 10.  Offerings may be consecutive or concurrent,
as determined by the Committee.  The
Committee shall designate the maximum number of Shares that may be purchased
under each Offering.  Shares not sold
under one Offering may be offered again in any subsequent Offering.


 


“Offering Effective Date” shall mean the first
business day of the month designated by the Committee as the start of the
Offering Period applicable to an Offering.


 


“Offering Period” shall mean the duration of an
Offering, as designated by the Committee. 
The Offering Period for any Offering shall not exceed 12 months.


 


“Option” shall mean an Incentive Stock Option or a
Non-Qualified Stock Option but shall not include a Director Option.


 


“Participant” shall mean any Employee selected by
the Committee to receive an Award under the Plan.  In addition, for purposes of Section 10, the term
“Participant” shall include any Employee who has satisfied the requirements of
such section to acquire Shares under the Plan.


 


“Performance Award” shall mean any right granted
under Section 8 of the Plan.


 


“Person” shall mean any individual, corporation,
partnership, association, joint-stock company, trust, unincorporated
organization, government or political subdivision thereof or other entity.


 


“Plan” shall mean the AirNet Systems, Inc. Amended
and Restated 1996 Incentive Stock Plan.


 


“Restricted Stock” shall mean any Share granted
under Section 7 of the Plan.


 


“Right to Purchase” shall mean an option to
purchase Shares granted to a Participant who elects to participate in an
Offering under the provisions of Section 10.  A Right to Purchase granted for an Offering shall terminate
following the close of business on the Right to Purchase Date for that Offering
to the extent that such Right to Purchase is not exercised on such Right to
Purchase Date.


 


“Right to Purchase Date” shall mean the last
business day of an Offering Period to purchase Shares under the provisions of
Section 10.


 


“Rule l6b-3” shall mean Rule l6b-3 as promulgated
and interpreted by the SEC under the Exchange Act, or any successor rule or
regulation thereto as in effect from time to time.


 


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“SEC” shall mean the Securities and Exchange
Commission or any successor thereto and shall include the staff thereof.


 


“Shares” shall mean the Common Shares, $0.01 par
value, of the Company or such other securities of the Company as may be
designated by the Committee from time to time.


 


“Share Account” shall mean an account established
for each Participant who exercises a Right to Purchase under
Section 10.  A Participant’s Share
Account will be credited with the number of Shares purchased on each Right to
Purchase Date and debited for the number of Shares withdrawn by the Participant
after such date.


 


“Subsidiary” shall mean any corporation which, on
the date of determination, qualified as a subsidiary corporation of the
Corporation under Section 424(f) of the Code.


 


“Substitute Awards” shall mean Awards granted in
assumption of, or in substitution for, outstanding awards previously granted by
a company acquired by the Company or with which the Company combines.


 


“Ten Percent Shareholder” shall mean any
shareholder who, at the time an Incentive Stock Option is granted to such
shareholder, owns (within the meaning of Section 424(d) of the Code) more
than ten percent of the voting power of all classes of stock of the Company or
a Subsidiary.


 


SECTION 3.  Administration.


 


(a)           The Plan shall be administered by the
Committee.  Subject to the terms of the
Plan and applicable law, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall have
full power and authority to: (i) designate Participants;
(ii) determine the type or types of Awards to be granted to an eligible
Employee; (iii) determine the number of Shares to be covered by, or with
respect to which payments, rights or other matters are to be calculated in
connection with Awards; (iv) determine the terms and conditions of any
Award or Director Option; (v) determine whether, to what extent and under
what circumstances Awards may be settled or exercised in cash, Shares, other
securities, other Awards or other property or canceled, forfeited or suspended;
(vi) determine whether, to what extent and under what circumstances cash,
Shares, other securities, other Awards, other property and other amounts
payable with respect to an Award shall be deferred either automatically or at
the election of the holder thereof or of the Committee; (vii) interpret
and administer the Plan and any instrument or agreement relating to, or Award
or Director Option made under, the Plan; (viii) establish, amend, suspend or
waive such rules and regulations and appoint such agents as it shall deem
appropriate for the proper administration of the Plan; and (ix) make any
other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan.


 


(b)           Unless otherwise expressly provided in the
Plan, all designations, determinations, interpretations and other decisions
under or with respect to the Plan or any Award or Director Option shall be
within the sole discretion of the Committee, may be made at any time and shall
be final, conclusive and binding upon all Persons, including the Company, any
subsidiary, any Participant, any holder or beneficiary of any Award or Director
Option, any shareholder and any Employee.


 


SECTION 4.  Shares
Available for the Plan.


 


(a)           Shares Available. 
Subject to adjustment as provided in Section 4(b), the number of
Shares available for issuance under the Plan shall be 1,650,000. If any Shares
covered by an Award or Director Option granted under the Plan, or to which such
an Award or Director Option relates, or any Shares issued under
Section 10, are forfeited, or if an Award or Director Option otherwise
terminates or is canceled without the delivery of Shares, then the Shares which
may be issued under this Plan, to the extent of any such settlement,
forfeiture, termination or cancellation, shall again be, or shall become,
Shares available for issuance, to the extent permissible under Rule l6b-3.  In the event that any Option, Director
Option or other Award granted hereunder is exercised through the delivery of
Shares, the number of Shares available under the Plan shall be increased by the
number of Shares surrendered, to the extent permissible under Rule l6b-3.


 


(b)           Adjustments.  In the
event that any dividend or other distribution (whether in the form of cash,
Shares, other securities or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction or event
affects the Shares such that an adjustment is necessary in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall proportionately adjust
any or all (as necessary) of (i) the number of Shares or other securities
of the Company (or number and kind of other securities or property) which may
be issued under the Plan; (ii) the number of Shares or other securities of
the Company (or number and kind of other securities or property) subject to
outstanding Awards; (iii) the number of Shares or other securities


 


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of the Company (or number and
kind of other securities or property) and the purchase price per Share subject
to purchase under Section 10 hereof; and (iv) the grant or exercise
price with respect to any Award; provided, in each case, that with respect to
Awards of Incentive stock Options, no such adjustment shall be authorized to
the extent that such authority would cause the Plan to violate
Section 422(b)(1) of the Code, as from time to time amended.  If, pursuant to the preceding sentence, an
adjustment is made to outstanding Options held by Participants, a corresponding
adjustment shall be made to outstanding Director Options and if, pursuant to
the preceding sentence, an adjustment is made to the number of Shares
authorized for issuance under the Plan, a corresponding adjustment shall be
made to the number of Shares subject to each Director Option thereafter granted
pursuant to paragraph (iii) or paragraph (iv) of Section 6(e).  [Last sentence of Section 4(b) amended
effective September 7, 2001.]


 


(c)           Sources of Shares.  Any
Shares issued pursuant to the terms of this Plan may consist, in whole or in
part, of authorized and unissued Shares or of treasury Shares.


 


SECTION 5.  Eligibility
for Awards and Director Options. 
Any Employee, including any officer or employee-director of the Company
or any Subsidiary, who is not a member of the Committee, shall be eligible to
be designated a Participant for purposes of receiving an Award under the
Plan.  Each Eligible Director shall be
eligible to receive Director Options in accordance with Section 6(e)
hereof.  [Last sentence of Section 5
amended effective August 18, 1999.]


 


SECTION 6.  Options and
Director Options.


 


(a)           Grant.  Subject
to the provisions of the Plan, the Committee shall have sole and complete
authority to determine the Employees to whom Options shall be granted, the
number of Shares to be covered by each Option, the option price therefor and
the conditions and limitations applicable to the exercise of the Option.  The Committee shall have the authority to
grant Incentive Stock Options or to grant Non-Qualified Stock Options or to
grant both types of options.  In the case
of Incentive Stock Options, the terms and conditions of such grants shall be
subject to, and comply with, such rules as may be prescribed by
Section 422 of the Code, as from time to time amended, and any regulations
implementing such statute, including, without limitation, the requirements of
Code Section 422(d) which limit the aggregate Fair Market Value of Shares
for which Incentive Stock Options are exercisable for the first time to
$100,000 per calendar year.  Each
provision of the Plan and of each written option agreement relating to an
Option designated as an Incentive Stock Option shall be construed so that such
Option qualifies as an Incentive Stock Option, and any provision that cannot be
so construed shall be disregarded.


 


(b)           Exercise Price.  The
Committee shall establish the exercise price at the time each Option is
granted, which price, except in the case of Options that are Substitute Awards,
shall not be less than 100% of the per Share Fair Market Value on the date of
grant.  Notwithstanding any provision
contained herein, in the case of an Incentive Stock Option, the exercise price
at the time such Incentive Stock Option is granted to any Employee who, at the
time of such grant, is a Ten Percent Shareholder, shall not be less than 110%
of the per Share Fair Market Value on the date of grant.


 


(c)           Exercise.  Each
Option shall be exercisable at such times and subject to such terms and
conditions as the Committee may, in its sole discretion, specify in the
applicable Award Agreement or thereafter; provided, in the case of an Incentive
Stock Option, a Participant may not exercise such Incentive Stock Option after
(i) the date which is ten years (five years in the case of a Participant
who is a Ten Percent Shareholder) after the date on which such Incentive Stock
Option is granted; or (ii) the date which is three months (twelve months
in the case of a Participant who becomes disabled, as defined in
Section 22(e)(3) of the Code, or who dies) after the date on which he
ceases to be an Employee of the Company or a Subsidiary.  The Committee may impose such conditions
with respect to the exercise of Options, including without limitation, any
relating to the application of federal or state securities laws, as it may deem
necessary or advisable.  The Committee
shall have the right to accelerate the exercisability of any Option or
outstanding Option in its discretion. 
Notwithstanding anything herein or in any Award Agreement to the
contrary, in the event the Company merges with another Person and the Company
is not the survivor in the merger, or in the event all or substantially all of
the Company’s assets or stock is acquired by another Person (a “Change in
Control”), each Option granted on or after May 1, 1996 and which has not
expired, been cancelled or been exercised prior to the effective date of such
Change in Control, shall immediately vest and become exercisable in full.  [Last sentence added February 17,
2004.]


 


(d)           Payment.  No Shares
shall be delivered pursuant to any exercise of an Option until payment in full
of the option price therefor is received by the Company.  Such payment may be made in cash, or its
equivalent or, if and to the extent permitted by the Committee, by exchanging
Shares owned by the optionee (which are not the subject of any pledge or other
security interest) or by a combination of the foregoing, provided that the
combined value of all cash and cash equivalents and the Fair Market Value of
any such Shares so tendered to the Company as of the date of such tender is at
least equal to such option price.


 


(e)           Director Options.


 


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(i)            On March 7, 1997,
each individual then serving as an Eligible Director was granted an immediately
exercisable Director Option to purchase 2,000 Shares at an exercise price per
Share equal to the Fair Market Value on the date of grant.


 


(ii)           On August 19, 1998,
each individual then serving as an Eligible Director was granted a Director
Option to purchase 20,000 Shares at an exercise price per share equal to the
Fair Market Value on the date of grant. 
Each Director Option granted on August 19, 1998 shall vest and become
exercisable as follows: (A) with respect to 20% of the Shares covered thereby
on the grant date; and (B) with respect to an additional 20% of the Shares
covered thereby on each of the first, second, third and fourth anniversaries of
the grant date.


 


(iii)          Any individual who
is a newly-elected or appointed Eligible Director after August 19, 1998 shall
be granted a Director Option to purchase 20,000 Shares effective on the date of
his appointment or election to the Board. 
Each Director Option granted in accordance with this paragraph (iii) of
Section 6(e) shall be granted at an exercise price per Share equal to the Fair
Market Value on the date of grant.  In
addition, each such Director Option shall vest and become exercisable as
follows: (A) with respect to 20% of the Shares covered thereby on the grant
date; and (B) with respect to an additional 20% of the Shares covered thereby
on each of the first, second, third and fourth anniversaries of the grant date.


 


(iv)          On the first
business day of each fiscal year of the Company commencing January 1,
2002, each individual who (A) is then serving as an Eligible Director and (B)
has served for at least one full one-year term as an Eligible Director, will
automatically be granted a Director Option to purchase 4,000 Shares at an
exercise price per share equal to the Fair Market Value on the grant date.  Each such Director Option shall vest and
become exercisable as follows: (X) with respect to 20% of the Shares
covered thereby on the grant date; and (Y) with respect to an additional 20% of
the Shares covered thereby on each of the first, second, third and fourth
anniversaries of the grant date. 
[Paragraph (iv) added effective September 7, 2001.]


 


(v)           The Board shall
have the sole and complete authority to grant Director Options to the Eligible
Directors in addition to those nondiscretionary Director Options granted in
accordance with paragraphs (i) through (iv) of this Section 6(e).  The Board shall have the authority to
determine the date of grant of each such Director Option, the number of Shares
covered by each such Director Option, and the date or dates when each such
Director Option becomes exercisable.  Any Director Option granted by the Board shall be granted at an
exercise price per Share equal to the Fair Market Value on the date of
grant.  [First sentence of paragraph amended
and paragraph redesignated from (iv) to (v) effective September 7, 2001.]


 


(vi)          Each Director
Option granted to an Eligible Director on or after August 18, 1999 shall become
immediately exercisable in full (A) by the Eligible Director if he retires from
service as a director of the Company, (B) by the Eligible Director if he becomes
disabled within the meaning of Section 22(e)(3) of the Code or (C) upon the
death of an Eligible Director, by the Eligible Director’s estate or by the
person who acquires the right to exercise the Director Options of the Eligible
Director upon his death by bequest or inheritance.  [Paragraph redesignated from (v) to (vi) effective
September 7, 2001.]


 


(vii)                 Once vested and
exercisable, each Director Option shall remain exercisable until the earlier to
occur of the following two dates: (A) the tenth anniversary of the date of
grant of such Director Option; or (B) three months (twelve months in the case
of an Eligible Director who becomes disabled, as defined in Section 22(e)(3) of
the Code, or who dies) after the date the Eligible Director ceases to be a member
of the Board, except that if the Eligible Director ceases to be a member of the
Board after having been convicted of, or pled guilty or nolo contendere to, a
felony, each of his Director Options shall be canceled on the date he ceases to
be a member of the Board.  [Paragraph
redesignated from (vi) to (vii) effective September 7, 2001.]


 


(viii)              In the event the
Company merges with another Person and the Company is not the survivor in the
merger, or in the event all or substantially all of the Company’s assets or
stock is acquired by another Person, each Director Option shall immediately
vest and become exercisable in full. 
[Paragraph redesignated from (vii) to (viii) effective September 7,
2001.]


 


(ix)           An Eligible
Director may pay the exercise price of a Director Option in the manner
described in Section 6(d). 
[Paragraph redesignated from (viii) to (ix) effective September 7,
2001.]


 


SECTION 7.  Restricted
Stock.


 


(a)           Grant.  Subject
to the provisions of the Plan, the Committee shall have sole and complete
authority to determine the Employees to whom Shares of Restricted Stock shall
be granted, the number of Shares of Restricted Stock to be granted to each
Participant, the duration of the period during which, and the conditions under
which, the Restricted Stock will vest and no longer be subject to forfeiture to
the Company and the other terms and conditions of such Awards.  The


 


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Committee shall have the right
to accelerate the vesting of any Restricted Stock or outstanding Restricted
Stock in its discretion.


 


(b)           Transfer Restrictions. 
Until the lapse of applicable restrictions, Shares of Restricted Stock
may not be sold, assigned, transferred, pledged or otherwise encumbered except
as provided in the Plan or the applicable Award Agreements.  Certificates issued in respect of Shares of
Restricted Stock shall be registered in the name of the Participant and
deposited by such Participant, together with a stock power endorsed in blank,
with the Company.  Upon the lapse of the
restrictions applicable to such Shares of Restricted Stock, the Company shall
deliver such certificates to the Participant or the Participant’s legal
representative.


 


(c)           Payment of Dividends. 
Dividends paid on any Shares of Restricted Stock may be paid directly to
the Participant, or may be reinvested in additional Shares of Restricted Stock,
as determined by the Committee in its sole discretion.


 


SECTION 8.  Performance
Awards.


 


(a)           Grant.  The
Committee shall have sole and complete authority to determine the Employees who
shall receive a Performance Award denominated in cash or Shares;
(i) valued, as determined by the Committee, in accordance with the
achievement of such performance goals during such performance periods as the
Committee shall establish; and (ii) payable at such time and in such form
as the Committee shall determine.


 


(b)           Terms and Conditions. 
Subject to the terms of the Plan and any applicable Award Agreement, the
Committee shall determine the performance goals to be achieved during any
performance period, the length of any performance period, the amount of any
Performance Award and the amount and kind of any payment or transfer to be made
pursuant to any Performance Award.


 


(c)           Payment of Performance Awards.  Performance Awards may be paid in a lump sum
or in installments following the close of the performance period or, in
accordance with procedures established by the Committee, on a deferred basis.


 


SECTION 9.  Code
Section 162(m) Limitations.


 


(a)           General Limitations.  Any
Awards issued under this Plan to Covered Employees must satisfy the
requirements of this Section 9.


 


(b)           Requirements For All Awards.  Any Award issued to a Covered Employee shall
constitute qualified performance-based compensation.  For this purpose, an Award shall constitute qualified
performance-based compensation to the extent that:


 


(i)  it is granted by the Committee on account of
the attainment of one or more preestablished, objective performance goals
established by the Committee, in accordance with the provisions of
Section 1.162-27(e)(2) of the Final Regulations;


 


(ii)  the material terms of the performance goal
under which the Award is issued are disclosed to and subsequently approved by
the shareholders of the Company, in accordance with the provisions of
Section 1.162-27(e)(4) of the Final Regulations; and


 


(iii)  the Committee certifies, in writing, prior
to the payment of any compensation under the Award, that the performance goals
and any other material terms were in fact satisfied.


 


(c)           Special Rules For Options.  The
grant of an Option to a Covered Employee under the Plan shall satisfy the
requirements of Section 9(b)(i) above to the extent that the following
requirements are satisfied:


 


(i)            subject to the
provisions of Section 4(b), no Covered Employee shall receive Options for
more than 200,000 Shares over any one-year period.  For this purpose, to the extent that any Option is canceled (as
described in Section 1.162-27(e)(2)(vi)(B) of the Final Regulations), such
canceled Option shall continue to be counted against the maximum number of
Shares for which Options may be granted to a Covered Employee under the Plan;
and


 


(ii)           under the terms of
the Option, the amount of compensation that the Covered Employee may receive is
based solely on an increase in the value of the Shares after the grant of the
Option, unless


 


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the grant of such Option is contingent upon the
attainment of a performance goal that otherwise satisfies the requirements of
Section 9(b)(i) above.


 


SECTION 10. 
Stock
Purchase Plan.


 


(a)           Eligibility.  Each
Employee whose employment with the Company or a Subsidiary commenced prior to
an Offering Effective Date shall be eligible to participate in the Offering
which is applicable to such Offering Effective Date.  Nothing contained herein and no rules and regulations prescribed
by the Committee shall permit or deny participation in any Offering contrary to
the requirements of the Code (including, without limitation, Sections 423(b)(3),
423(b)(4) and 423(b)(8) thereof). 
Nothing contained herein and no rules and regulations prescribed by the
Committee shall permit any Participant to be granted a Right to Purchase:


 


(i)            if, immediately
after such Right to Purchase is granted, such Participant would own, and/or
hold outstanding options or rights to purchase, shares of the Company or of any
Subsidiary, possessing five percent (5%) or more of the total combined voting
power or value of all classes of shares of the Company or such Subsidiary; or


 


(ii)           which permits a Participant’s rights to
purchase Shares under all employee stock purchase plans of the Company and of
its Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars
($25,000.00) of Fair Market Value of Shares (determined as of the date such
Right to Purchase is granted) for each calendar year in which such Right to
Purchase is outstanding at any time.


 


For purposes of clause (a)(i) above, the
provisions of Section 424(d) of the Code shall apply in determining the
stock ownership of each Participant. 
For purposes of clause (a)(ii) above, the provisions of
Section 423(b)(8) of the Code shall apply in determining whether a
Participant’s Rights to Purchase and other rights are permitted to accrue at a
rate in excess of the permitted rate.


 


[First sentence of Section 10(a) amended
February 17, 2004.]


 


(b)           Purchase Price.  The
purchase price for a Share under each Offering shall be determined by the
Committee prior to the Offering Effective Date and shall be stated as a
percentage of the Fair Market Value of a Share on either the Right to Purchase
Date or the Offering Effective Date, whichever is the lesser, but the purchase
price shall not be less than the lesser of eighty-five percent (85%) of the per
share Fair Market Value of the Shares as of the Offering Effective Date or
eighty-five percent (85%) of the per share Fair Market Value of the Shares as
of the Right to Purchase Date for the Offering.


 


(c)           Participation in Offerings.  Except as may be otherwise provided for
herein, each Employee who is eligible for and elects to participate in an
Offering shall be granted Rights to Purchase for as many Shares as he may elect
to purchase during that Offering, to be paid by payroll deductions during such
period.  The Committee shall establish
administrative rules and regulations regarding the payroll deduction process
for this Section 10, including, without limitation, minimum and maximum
permissible deductions; the timing for initial elections, changes in elections
and suspensions of elections during an Offering Period; and the complete
withdrawal by a Participant from an Offering. 
Amounts withheld through payroll deductions under this paragraph shall
be credited to each Participant’s Cash Account.  Such amounts will be delivered to a custodian for the Plan and
held pending the purchase of Shares as described in paragraph (e) of this
Section 10.  All amounts held in a
Participant’s Cash Account shall bear interest at a rate as may be agreed upon
by the Committee and the custodian of the Plan.  If a Participant withdraws entirely from an Offering (pursuant to
rules established by the Committee), his Cash Account balance will not be used
to purchase Shares on the Right to Purchase Date.  Instead, the portion of the Cash Account equal to the
Participant’s payroll deductions under the Plan during the Offering Period will
be refunded to the Participant without interest (notwithstanding any provision
contained herein).  Such a Participant will
not be eligible to re-enroll in that Offering, but may resume participation on
the Offering Effective Date for the next Offering.  In addition, the Committee may impose such other restrictions on
the right to withdraw from Offerings as it may deem appropriate.


 


(d)           Grant of Rights to Purchase.  Rights to Purchase with respect to Shares
shall be granted to Participants who elect to participate in an Offering.  Such Rights to Purchase may be exercised on
the Right to Purchase Date applicable to the Offering.  The number of Shares subject to Rights to
Purchase on each Right to Purchase Date shall not exceed the number of Shares
authorized for issuance during the applicable Offering.


 


(e)           Exercise of Rights to Purchase.  Each Right to Purchase shall be exercised on
the applicable Right to Purchase Date. 
Each Participant automatically and without any act on his part will be
deemed to have exercised a Right to Purchase on each Right to Purchase Date to
purchase the number of whole and fractional Shares which the amount in his Cash
Account at that time is sufficient to purchase at the applicable purchase
price.  Any remaining amount credited to
a Participant’s Cash Account after such application shall remain in such
Participant’s Cash Account for use in the next Offering unless withdrawn by the
Participant.  The Company shall deliver
to the custodian of the Plan as soon as practicable after each Right to
Purchase Date a certificate for the total number of Shares purchased by all
Participants on such Right to


 


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Purchase Date.  The custodian shall allocate the proper
number of Shares to the Share Account of each Participant.  If the aggregate Cash Account balances of
all Participants on any Right to Purchase Date exceeds the amount required to
purchase all of the Shares subject to Rights to Purchase on that Right to
Purchase Date, then the Shares subject to Rights to Purchase shall be allocated
pro rata among the Participants in the proportion that the number of Shares
subject to Rights to Purchase bears to the number of Shares that could have
been purchased with such aggregate amount available, if an unlimited number of
Shares were available for purchase.  Any
balances remaining in Participants’ Cash Accounts due to over subscription will
remain in the Participants’ Cash Accounts for use in the next Offering unless
withdrawn by the Participant.


 


(f)            Withdrawals From Share Accounts and Dividend Reinvestment.  A Participant may withdraw the Shares
credited to his Share Account on a first-in-first-out basis.  The Committee shall establish rules and
regulations governing such withdrawals. 
All cash dividends paid, if any, with respect to the Shares credited to
a Participant’s Share Account shall be added to the Participant’s Cash Account
and thereby shall be applied to exercise Rights to Purchase for Shares on the
Right to Purchase Date next succeeding the date such cash dividends are paid by
the Company.  An election to leave
Shares with the custodian shall constitute an election to apply the cash
dividends with respect to such Shares to the exercise of Rights to Purchase
hereunder.  Shares so purchased shall be
applied to the Shares credited to each Participant’s Share Account.


 


(g)           Termination of Employment.  If
the employment of a Participant terminates for any reason, including death,
disability, retirement or other cause, his participation in this
Section 10 of the Plan shall automatically and without any act on his part
terminate as of the date of termination of his employment.  As soon as practicable following the
Participant’s termination of employment, the Company shall refund to such
Participant (or beneficiary, in the case of the Participant’s death) any amount
in his Cash Account which constitutes payroll deductions, without interest, and
the custodian shall deliver to such Participant a share certificate issued in
his name for the number of whole Shares credited to his Share Account through
prior Offerings.


 


(h)           Effect of Merger or Liquidation Involving the Company.  In the event the Company merges with another
entity and the Company is not the surviving entity, or in the event all or
substantially all of the Company’s assets or stock is acquired by another
entity, the Committee may, in connection with any such transaction, cancel each
outstanding Right to Purchase and refund sums previously collected from
Participants under the canceled Rights to Purchase, or, in its discretion,
cause each Participant with outstanding Rights to Purchase to have his or her
Rights to Purchase exercised immediately prior to such transaction and thereby
the balance of his or her Cash Account applied to the purchase of Shares at the
purchase price in effect for that Offering, which would be treated as ending
with the effective date of such transaction. 
The balances of the Cash Accounts not so applied shall be refunded to
the Participants.  In the event of a
merger in which the Company is the surviving entity, each Participant shall be
entitled to receive, for each Share as to which such Participant’s Rights to
Purchase are exercised, the securities or property that a holder of one Share
was entitled to receive in connection with the merger.  To the extent that this paragraph is
inconsistent with any other provision in this Plan, this paragraph shall
control.


 


SECTION 11. 
Amendment
and Termination.


 


(a)           Amendments to the Plan.  The
Board may amend, alter, suspend, discontinue or terminate the Plan or any
portion thereof at any time; provided that no such amendment, alteration,
suspension, discontinuation or termination shall be made without shareholder
approval if such approval is necessary to comply with any tax or regulatory
requirement, including for these purposes any approval requirement which is a
prerequisite for exemptive relief from Section 16(b) of the Exchange Act
for which or with which the Board deems it necessary or desirable to qualify or
comply.  Notwithstanding anything to the
contrary herein, the Committee may amend the Plan, subject to any shareholder
approval required under Rule l6b-3, in such manner as may be necessary so as to
have the Plan conform with local rules and regulations in any jurisdiction
outside the United States.


 


(b)           Amendments to Awards. 
Subject to the provisions of Section 9, the Committee may waive any
conditions or rights under, amend any terms of, or alter, suspend, discontinue,
cancel or terminate any Award theretofore granted, prospectively or
retroactively; provided that any such waiver, amendment, alteration,
suspension, discontinuance, cancellation or termination that would impair the rights
of any Participant or any holder or beneficiary of any Award theretofore
granted shall not to that extent be effective without the consent of the
affected Participant, holder or beneficiary.


 


(c)           Cancellation of Award.  Any
provision of this Plan (except Section 9) or any Award Agreement to the
contrary notwithstanding, the Committee may cause any Award granted hereunder
to be canceled in consideration of the granting to the holder of an alternative
Award having a Fair Market Value equal to the Fair Market Value of such
canceled Award.


 


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SECTION 12. 
General
Provisions.


 


(a)           Nontransferability.


 


(i)  Each Award, each Director Option and each
Right to Purchase, and each right under any Award, any Director Option or any
Right to Purchase, shall be exercisable during the Participant’s or the
Eligible Director’s lifetime only by the Participant or the Eligible Director
or, if permissible under applicable law, by the Participant’s or the Eligible
Director’s guardian or legal representative or a transferee receiving such
Award, Director Option or Right to Purchase pursuant to a qualified domestic
relations order (“QDRO”), as determined by the Committee.


 


(ii)  No Award, Director Option or Right to
Purchase that constitutes a “derivative security,” for purposes of
Section 16 of the Exchange Act, may be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by a Participant or
Eligible Director otherwise than by will or by the laws of descent and
distribution or pursuant to a QDRO, and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against the Company or any Subsidiary; provided that the
designation of a beneficiary shall not constitute an assignment, alienation,
pledge, attachment, sale, transfer or encumbrance.


 


(b)           No Rights to Awards.  No
Employee, Participant or other Person shall have any claim to be granted any
Award, and there is no obligation for uniformity of treatment of Employees,
Participants or holders or beneficiaries of Awards.  The terms and conditions of Awards need not be the same with
respect to each recipient.


 


(c)           Share Certificates.  All
certificates for Shares or other securities of the Company or any Subsidiary
delivered under the Plan shall be subject to such stop transfer orders and
other restrictions as the Committee may deem advisable under the Plan or the
rules, regulations and other requirements of the SEC, any stock exchange or national
securities association upon which such Shares or other securities are then
listed and any applicable federal or state laws; and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.


 


(d)           Withholding.  A
Participant or Eligible Director may be required to pay to the Company or any
Subsidiary and the Company or any Subsidiary shall have the right and is hereby
authorized to withhold from any Award, Director Option or Share otherwise
issued under the Plan, from any payment due or transfer made under any Award or
any Director Option or otherwise under the Plan, or from any compensation or
other amount owing to a Participant or Eligible Director, the amount of any
applicable withholding taxes in respect of an Award, a Director Option or a
Share otherwise issued under the Plan, its exercise or any payment or transfer
under an Award, under a Director Option or otherwise under the Plan and to take
such other action as may be necessary in the opinion of the Company to satisfy
all obligations for the payment of such taxes. 
With respect to Participants who are not subject to Section 16 of
the Exchange Act, the withholding may be in the form of cash, Shares, other
securities, other Awards or other property as the Committee may allow.  With respect to Participants and Eligible
Directors who are subject to Section 16 of the Exchange Act, the
withholding shall be in cash or in any other property permitted by Rule 16b-3
as the Committee may allow.  The
Committee may provide for additional cash payments to Participants or Eligible
Directors to defray or offset any tax arising from the grant, vesting, exercise
or payments of any Award or Share otherwise issued under this Plan.


 


(e)           Award Agreements.  Each
Award hereunder shall be evidenced by an Award Agreement which shall be
delivered to the Participant and shall specify the terms and conditions of the
Award and any rules applicable thereto, including but not limited to the effect
on such Award of the death, retirement or other termination of employment of a
Participant and the effect, if any, of a change in control of the Company.


 


(f)            No Limit on Other Compensation Arrangements.  Nothing contained in the Plan shall prevent
the Company or any Subsidiary from adopting or continuing in effect other
compensation arrangements, which may, but need not, provide for the grant of
options, restricted stock, shares and other types of awards provided for
hereunder (subject to shareholder approval if such approval is required), and
such arrangements may be either generally applicable or applicable only in
specific cases.


 


(g)           No Right to Employment. 
Eligibility for participation in this Plan or the grant of an Award
shall not be construed as giving a Participant the right to be retained in the
employ of the Company or any Subsidiary. 
Further, the Company or a Subsidiary may at any time dismiss a
Participant from employment, free from any liability or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award
Agreement.


 


(h)           No Rights as Shareholder. 
Subject to the provisions of the Plan and/or the applicable Award, no
Participant or holder or beneficiary of any Award, Director Option or Right to
Purchase shall have any rights as a shareholder with respect to any Shares to
be distributed under the Plan until he or she has become the holder of such
Shares.


 


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Notwithstanding the foregoing,
in connection with each grant of Restricted Stock hereunder, the applicable
Award shall specify if and to what extent the Participant shall not be entitled
to the rights of a shareholder in respect of such Restricted Stock.


 


(i)            Governing Law.  The validity,
construction and effect of the Plan and any rules and regulations relating to
the Plan and any Award Agreement shall be determined in accordance with the
laws of the State of Ohio.


 


(j)            Severability.  If
any provision of the Plan or any Award is or becomes or is deemed to be
invalid, illegal or unenforceable in any jurisdiction or as to any Person or
Award, or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed
amended to conform to the applicable laws, or if it cannot be construed or
deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be stricken
as to such jurisdiction, Person or Award and the remainder of the Plan and any
such Award shall remain in full force and effect.


 


(k)           Other Laws.  The
Committee may refuse to issue or transfer any Shares or other consideration
under the Plan if, acting in its sole discretion, it determines that the
issuance or transfer of such Shares or such other consideration might violate
any applicable law or regulation or entitle the Company to recover the same
under Section 16(b) of the Exchange Act, and any payment tendered to the
Company by a Participant, other holder or beneficiary in connection with the
issuance of such Shares shall be promptly refunded to the relevant Participant,
holder or beneficiary.  Without limiting
the generality of the foregoing, no Award granted hereunder shall be construed
as an offer to sell securities of the Company, and no such offer shall be
outstanding, unless and until the Committee in its sole discretion has
determined that any such offer, if made, would be in compliance with all
applicable requirements of the U.S. federal securities laws.


 


(l)            No Trust or Fund Created. 
Neither the Plan nor any Award shall create or be construed to create a
trust or separate fund of any kind or a fiduciary relationship between the
Company or any Subsidiary and a Participant or any other Person.  To the extent that any Person acquires a
right to receive payments from the Company or any Subsidiary pursuant to the
Plan, such rights shall be no greater than the right of any unsecured general
creditor of the Company or any Subsidiary.


 


(m)          Rule l6b-3 Compliance. 
With respect to persons subject to Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable terms
and conditions of Rule 16b-3 and any successor provisions.  To the extent that any provision of the Plan
or action by the Committee fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Committee.


 


(n)           Headings.  Headings
are given to the sections and subsections of the Plan solely as a convenience
to facilitate reference.  Such headings
shall not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.


 


(o)           No Impact on Benefits.  Plan
Awards or Shares otherwise issued under this Plan shall not be treated as
compensation for purposes of calculating an Employee’s rights under any
employee benefit plan.


 


(p)           Indemnification.  Each
person who is or shall have been a member of the Committee or of the Board
shall be indemnified and held harmless by the Company against and from any
loss, cost, liability or expense that may be imposed upon or reasonably
incurred by him in connection with or resulting from any claim, action, suit or
proceeding to which he may be made a party or in which he may be involved by
reason of any action taken or failure to act under the Plan and against and
from any and all amounts paid by him in settlement thereof, with the Company’s
approval, or paid by him in satisfaction of any judgment in any such action,
suit or proceeding against him, provided he shall give the Company an
opportunity, at its own expense, to handle and defend the same before he
undertakes to handle and defend it on his own behalf.  The foregoing right of indemnification shall not be exclusive and
shall be independent of any other rights of indemnification to which such
persons may be entitled under the Company’s Articles of Incorporation or
Regulations, by contract, as a matter of law, or otherwise.


 


SECTION 13. 
Term
of the Plan.


 


(a)           Effective Date.  The
AirNet Systems, Inc. 1996 Stock Incentive Plan was effective as of May 1,
1996.  The amendment and restatement of
such Plan shall be effective as of the date of its approval by the shareholders
of the Company.


 


(b)           Expiration Date.  No
Award or Right to Purchase shall be granted under the Plan after May 1,
2006.  Unless otherwise expressly
provided for in the Plan or in an applicable Award Agreement, any Award granted
hereunder may, and the authority of the Board or the Committee to amend, alter,
adjust, suspend, discontinue or terminate any such Award or to waive any
conditions or rights under any such Award shall, continue after May 1, 2006.


 


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